SEC Form 4 · accession 0000899243-19-007598
Tallgrass Energy, LP · TGE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William R. Moler
Officer — See Remarks · Director
Period of report
Mar 11, 2019
Accepted (ET)
Mar 13, 2019 · 6:59 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001633651
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A SharesF1 | Mar 11, 2019 | A | 250,000 | $0.00 | A | 302,250 | D | |
| Class A SharesF2 | holding | — | — | — | 1,499,288 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| TEGP Tracking Units in Tallgrass KC, LLCF3,F4,F6,F5 | — | Mar 11, 2019 | J | 1,403,765 | D | — | — | Class A Shares | 1,403,765 | 0 | I |
Explanation of responses
- F1Represents 250,000 Equity Participation Shares in the Issuer ("EPSs") granted to the Reporting Person on March 11, 2019, of which (i) 125,000 will vest on October 31, 2022 and (ii) 125,000 will vest on October 31, 2023.
- F2The Reporting Person owns the Class A shares of the Issuer ("Class A Shares") reported herein through the William R. Moler Revocable Trust U.T.A. dated August 27, 2013 (the "Moler Revocable Trust"), for which the Reporting Person serves as trustee. The Reporting Person disclaims beneficial ownership of the Class A Shares reported herein except to the extent of his pecuniary interest therein.
- F3On March 11, 2019, pursuant to that certain Purchase Agreement (as amended, the "Purchase Agreement"), dated January 30, 2019, by and among Tallgrass Energy Holdings, LLC, a Delaware limited liability company, Tallgrass KC, LLC, a private Delaware limited liability company of which the Reporting Person is a member ("Tallgrass KC"), and the other Sellers named therein, Prairie ECI Acquiror LP, a Delaware limited partnership ("Up-C Acquiror 1"), Prairie VCOC Acquiror LP, a Delaware limited partnership ("Up-C Acquiror 2" and together with Up-C Acquiror 1, "Up-C Acquirors"), and the other Purchasers named therein, and the Seller Representatives named therein, as amended, and among the other transactions consummated pursuant thereto,
- F4(Continued from Footnote 3) Tallgrass KC sold to Up-C Acquirors all of the Units representing limited liability company interests ("Units") in Tallgrass Equity, LLC ("Tallgrass Equity") and a corresponding number of Class B shares of the Issuer ("Class B Shares") (one Unit and one Class B Share, together, an "Up-C Interest") then owned by Tallgrass KC, including the Up-C Interests underlying the TEGP Tracking Units in Tallgrass KC ("TEGP Tracking Units") reported herein as owned by the Reporting Person, at a price per Up-C Interest of $22.43. Promptly following such sale, Tallgrass KC distributed to the Reporting Person his pro rata share (based on TEGP Tracking Units) of the net proceeds of such sale.
- F5Prior to the transaction described in footnotes 3 and 4, pursuant to the limited liability company agreement of Tallgrass KC, at any time and from time to time, the Reporting Person had the right to exchange his TEGP Tracking Units for an equivalent number of Class A Shares and, as a result, may have been deemed to beneficially own the Class A Shares receivable upon exercise of such exchange right.
- F6Prior to the transaction described in footnotes 3 and 4, the Reporting Person owned the TEGP Tracking Units reported herein through the Moler Revocable Trust, for which the Reporting Person serves as trustee. The Reporting Person disclaims beneficial ownership of the TEGP Tracking Units reported herein except to the extent of his pecuniary interest therein.
Remarks
Executive Vice President and Chief Operating Officer